Exhibit 10.28
Xxxxxxxxxx.xxx, Inc.
00000 Xxx Xxxxxx Xxx. Xxxxx 000, Xxxxxx, XX 00000
August 15, 2001
Xx. Xxxxx Xxxxxxx
0000 Xxxxxx Xxx.
Xxxxxxxxx Xxxxx, XX 00000
Dear Xxx:
We are pleased to provide you with several changes to your compensation,
effective with this notification. The terms and conditions of your employment,
as specified in your Employment Agreement dated August 14, 2000, remain in
effect except for the following changes:
1. Effective on the closing of the merger with DMR, your annual Base
Salary shall be increased to a rate of $200,000 per year.
2. You are granted a bonus, covering your first year of service, of
$25,000. Such bonus shall become due and payable upon the consummation
of the merger with DMR.
3. Beginning with your second year of employment, you shall be eligible
for quarterly bonuses in the cumulative annual amount of fifty percent
(50%) of your base salary ("Bonus"), payable in equal quarterly
installments within 60 days of each fiscal quarter-end, beginning with
the quarter ended September 30, 2001. The criteria for achievement of
quarterly bonus amounts shall be equivalent to such criteria as
established for the Chief Executive Officer. The bonus amount for
quarter ended September 30, 2001 shall become due and payable at the
close of the merger with DMR, with the closing being the criteria for
achievement.
4. Under provision 6.2 of your Employment Agreement, Termination Without
Cause, the benefits described shall be extended to a period of
eighteen (18) months, rather than the 12-month period specified in
6.2(b) and 7.1(b). Such payments shall be based upon the Base Salary
plus Bonus in effect at the time of the event. As a clarification,
should your employment continue following a Change in Control, the
benefit described in 7.1(c) shall become effective, regardless of
ongoing employment status.
I look forward to our continuing to work together, as we complete the merger
with DMR and take this company to the next stage of its development.
Sincerely,
Xxxxxx X. Xxxx
President and CEO
